UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
APOGEE TECHNOLOGY, INC.
(Name of Issuer)
COMMON
(Title of Class of Securities)
03760F100
(CUSIP Number)
DECEMBER 31, 2002
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 pages
CUSIP NO. 03760F100 13G PAGE 2 OF 5 PAGES
NAMES OF REPORTING PERSONS
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SHERYL STEIN
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5.
SOLE VOTING POWER
NUMBER OF
136,200
SHARES -------------------------------
SHARED VOTING POWER
BENEFICIALLY 6.
OWNED BY 258,535
EACH SOLE DISPOSITIVE POWER
7.
REPORTING
136,200
PERSON -------------------------------
SHARED DISPOSITIVE POWER
WITH 8.
258,535
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
394,735
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.34%
12. TYPE OF REPORTING PERSON*
IN
Item 1(a). NAME OF ISSUER:
APOGEE TECHNOLOGY, INC.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
129 Morgan Drive
Norwood, Massachusetts 02062
Item 2(a). NAME OF PERSON FILING:
Sheryl Stein
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
150 East 57/th/ Street
New York, New York 10022
Item 2(c). CITIZENSHIP:
USA
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
Item 2(e). CUSIP NUMBER:
03760F100
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
Page 3 of 5 pages
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company Act.
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [_]
Item 4. OWNERSHIP
(a) Amount beneficially owned: 394,735
(b) Percent of class: 7.34 %
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 136,200
(ii) shared power to vote or to direct the vote: 258,535
(iii) sole power to dispose or to direct the disposition of:
136,200
(iv) shared power to dispose or to direct the disposition of:
258,535
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
Not Applicable
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable
Page 4 of 5 pages
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Sheryl Stein
Date: February 14, 2003 By: /s/ Sheryl Stein
--------------------
Sheryl Stein
Page 5 of 5 pages